Form 4 for YOU Clear Secure, Inc.
Accepted 2024-08-19 00:00:00 ET · period of report 2024-08-15 · accession 0000950142-24-002242 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2024-08-19 | 2024-08-15 | YOU | BOYD JEFFERY H | Dir | S - Sale | $28.14 | -150.0K | 27.4K | -85% | -$4.22M |
| D | 2024-08-19 | 2024-08-19 | YOU | BOYD JEFFERY H | Dir | A - Grant | — | +150.0K | 27.4K | New | — |
| D | 2024-08-19 | 2024-08-19 | YOU | BOYD JEFFERY H | Dir | D - Sale to Iss | — | -150.0K | 703.7K | -18% | — |
| D | 2024-08-19 | 2024-08-19 | YOU | BOYD JEFFERY H | Dir | D - Sale to Iss | — | -150.0K | 703.7K | -18% | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock | 2024-08-15 | S | D | 150,000 | $28.14 | 27,431 | D | — | — | (F2) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $28.00 to $28.35, inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, and the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range. (F3) Pursuant to the terms of the Exchange Agreement, dated June 29, 2021, by and among the Issuer, Alclear Holdings, LLC ("Alclear") and the equityholders of Alclear (the "Exchange Agreement"), nonvoting common units of Alclear ("Common Units"), together with a corresponding number of shares of Class C common stock of the Issuer ("Class C Common Stock"), were exchanged for shares of Class A common stock of the Issuer ("Class A Common Stock") on a one-for-one basis. The exchange rights under the Exchange Agreement do not expire. The resulting shares of Class A Common Stock were used to settle the sale transaction described above, and so after the transactions reported in this Form 4, 27,431 shares of Class A Common Stock were held. |
| 2 | Common | Class A Common Stock | 2024-08-19 | A | A | 150,000 | — | 27,431 | D | — | — | (F3) Pursuant to the terms of the Exchange Agreement, dated June 29, 2021, by and among the Issuer, Alclear Holdings, LLC ("Alclear") and the equityholders of Alclear (the "Exchange Agreement"), nonvoting common units of Alclear ("Common Units"), together with a corresponding number of shares of Class C common stock of the Issuer ("Class C Common Stock"), were exchanged for shares of Class A common stock of the Issuer ("Class A Common Stock") on a one-for-one basis. The exchange rights under the Exchange Agreement do not expire. The resulting shares of Class A Common Stock were used to settle the sale transaction described above, and so after the transactions reported in this Form 4, 27,431 shares of Class A Common Stock were held. |
| 3 | Common | Class C Common Stock | 2024-08-19 | D | D | 150,000 | — | 703,687 | D | — | — | (F3) Pursuant to the terms of the Exchange Agreement, dated June 29, 2021, by and among the Issuer, Alclear Holdings, LLC ("Alclear") and the equityholders of Alclear (the "Exchange Agreement"), nonvoting common units of Alclear ("Common Units"), together with a corresponding number of shares of Class C common stock of the Issuer ("Class C Common Stock"), were exchanged for shares of Class A common stock of the Issuer ("Class A Common Stock") on a one-for-one basis. The exchange rights under the Exchange Agreement do not expire. The resulting shares of Class A Common Stock were used to settle the sale transaction described above, and so after the transactions reported in this Form 4, 27,431 shares of Class A Common Stock were held. (F5) Pursuant to the terms of the Exchange Agreement, Common Units, together with a corresponding number of shares of Class C Common Stock, may be exchanged for, at the Issuer's option, (i) shares of Class A Common Stock, which have one vote per share and economic rights (including rights to dividends and distributions upon liquidation), on a one-for-one basis or (ii) cash from a substantially concurrent public offering or private sale of Class A Common Stock (based on the market price of the Class A Common Stock in such public offering or private sale). The exchange rights under the Exchange Agreement do not expire. (F4) Shares of Class C Common Stock have one vote per share but no economic rights (including rights to dividends and distributions upon liquidation) and are issued in an equal amount to the number of Common Units held. |
| 4 | Derivative | Non-voting common units of Alclear Holdings, LLC | 2024-08-19 | D | D | 150,000 | — | 703,687 | D | — · — to — | 150,000 Class A Common Stock | (F3) Pursuant to the terms of the Exchange Agreement, dated June 29, 2021, by and among the Issuer, Alclear Holdings, LLC ("Alclear") and the equityholders of Alclear (the "Exchange Agreement"), nonvoting common units of Alclear ("Common Units"), together with a corresponding number of shares of Class C common stock of the Issuer ("Class C Common Stock"), were exchanged for shares of Class A common stock of the Issuer ("Class A Common Stock") on a one-for-one basis. The exchange rights under the Exchange Agreement do not expire. The resulting shares of Class A Common Stock were used to settle the sale transaction described above, and so after the transactions reported in this Form 4, 27,431 shares of Class A Common Stock were held. (F5) Pursuant to the terms of the Exchange Agreement, Common Units, together with a corresponding number of shares of Class C Common Stock, may be exchanged for, at the Issuer's option, (i) shares of Class A Common Stock, which have one vote per share and economic rights (including rights to dividends and distributions upon liquidation), on a one-for-one basis or (ii) cash from a substantially concurrent public offering or private sale of Class A Common Stock (based on the market price of the Class A Common Stock in such public offering or private sale). The exchange rights under the Exchange Agreement do not expire. |